FIFTH AMENDMENT TO CREDIT AGREEMENT


      THIS FIFTH AMENDMENT TO CREDIT AGREEMENT entered into as of August 5, 1999
by and among AJAY SPORTS,  INC., a Delaware  corporation,  LEISURE LIFE, INC., a
Tennessee  corporation,  PALM SPRINGS GOLF, INC., a Colorado  corporation,  AJAY
LEISURE  PRODUCTS,  INC., a Delaware  corporation,  and PRESTIGE  GOLF CORP.,  a
Delaware  corporation,  (each  individually  referred to as  "Borrower"  and all
collectively  referred  to  as  "Borrowers"),  and  WELLS  FARGO  CREDIT,  INC.,
successor in interest to Wells Fargo Bank, National Association ("Bank").

                                    RECITALS

      Borrowers and Bank are parties to that certain Credit  Agreement  dated as
of June 30, 1998, as amended by four prior amendments  ("Agreement").  Borrowers
and Bank desire to revise the Agreement in the manner set forth herein.

      All capitalized  terms used herein and not otherwise  defined herein shall
have the meaning attributed to them in the Agreement.

      NOW,  THEREFORE,  in consideration of the mutual covenants and promises of
the parties contained herein, Borrowers and Bank agree as follows:

     1.   Revised  Definition.  The definition of "Additional  Amount" is hereby
          amended in its entirety to read as follows:

      "Additional  Amount"  means (i)  during  the  months of  February  through
August,  1999,  the least of (A) $750,000,  (B) 15% of the Borrowing Base or (C)
200% of the  market  value  (as  determined  by Bank) of the  stock of  Williams
Control,  Inc. which is the subject of a first,  perfected Lien in favor of Bank
("Williams  Stock"),  and (ii) during  September,  1999, the market value of the
Williams Stock as determined by Bank on each Wednesday  (beginning  September 1)
based on the market  value of the Williams  Stock at the close of the  preceding
Business Day.

     3.   Accommodation  Fee. As consideration for Bank entering into this Fifth
          Amendment to Credit  Agreement,  Borrowers hereby agree to pay Bank an
          accommodation fee of $2,500 on September 1, 1999.

     4.   Effective  Date.  This Fifth Amendment shall be effective as of August
          5, 1999 upon the  execution of this Fifth  Amendment by Borrowers  and
          Bank.
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     5.   Ratification.  Except as otherwise  provided in this Fifth  Amendment,
          all of the  provisions  of  the  Agreement  are  hereby  ratified  and
          confirmed and shall remain in full force and effect.

     6.   One Agreement.  The  Agreement,  as modified by the provisions of this
          Fifth Amendment, shall be construed as one agreement.

     7.   Counterparts.  This Fifth  Amendment  may be executed in any number of
          counterparts,  each of which  when  executed  and  delivered  shall be
          deemed to be an original,  and all of which when taken  together shall
          constitute one and the same agreement.

     8.   Oregon Statutory Notice.

      UNDER OREGON LAW, MOST  AGREEMENTS,  PROMISES AND COMMITMENTS MADE BY BANK
AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR  PERSONAL,  FAMILY OR  HOUSEHOLD  PURPOSES OR SECURED  SOLELY BY  BORROWER'S
RESIDENCE MUST BE IN WRITING,  EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE
ENFORCEABLE.

      IN WITNESS  WHEREOF,  the parties have  executed  this Fifth  Amendment to
Credit Agreement as of the date first above written.

AJAY SPORTS, INC.                       LEISURE LIFE, INC.

By:______________________________       By:_________________________________
Title:___________________________       Title:______________________________

PALM SPRINGS GOLF, INC.                 AJAY LEISURE PRODUCTS, INC.

By:______________________________       By:_________________________________
Title:___________________________       Title:______________________________


PRESTIGE GOLF CORP.                     WELLS FARGO CREDIT, INC.

By:______________________________       By:__________________________________
Title:___________________________       Title:_______________________________